Final results of the tender offer relating to certain notes
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Final results of the tender offer relating to certain notes
Following the press release dated 19 June 2019, notice is hereby given that on 1 July 2019 BNP Paribas S.A. announced the final results of the tender offer launched by it, in its capacity as offeror (the "Offeror"), on 19 June 2019 pursuant to the agreements entered into with Hera S.p.A. (the "Company"), addressed to qualified investors only and relating to (i) the"€500,000,000 3.25 per cent. Notes due 4 October 2021" issued by the Company (ISIN Code XS0976307040) (the "2021 Notes") and (ii) the "€500,000,000 2.375 per cent. Notes due 4 July 2024" (ISIN Code XS1084043451) (the "2024 Notes", and, together with the 2019 Notes, the "Existing Notes") (the "Tender Offer").
The Existing Notes validly tendered for purchase pursuant to the Tender Offer are equal to Euro 210,604,000, split as follows: Euro 39,994,000 in principal amount of 2021 Notes and Euro 170,610,000 in principal amount of 2024 Notes.
The Offeror has announced its intention to accept for purchase all the Existing Notes validly tendered pursuant to the Tender Offer, equal to Euro 210,604,000.
The payments due pursuant to the Tender Offer were settled on 1 July 2019.
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Through Herambiente Servizi Industriali, national leader in industrial waste treatment, the multi-utility increases its stake in the Ancona-based operator to 83%. A significant opportunity for the local area, with employment expected to double
The 52% acquired today adds to the 31% already held by Herambiente Servizi Industriali.
Hera Group further consolidates its leadership in industrial waste treatment following the acquisition by Herambiente Servizi Industriali (HASI) of a controlling stake in Servizi Ecologici Ambientali (SEA), based in the province of Ancona. SEA operates a multi-functional platform for the storage and treatment of special waste located in Camerata Picena (Ancona). Today’s transaction concerns the 52% share capital of SEA held by Fermas (owned by the Massi family), in addition to the 31% already acquired by HASI in 2021. HASI (a subsidiary of Herambiente, which in turn is part of the Hera Group) therefore increases its total holding in SEA to 83%. The current ownership, represented by Chairman and Chief Executive Officer Alessandro Massi, will remain within the new corporate structure with key operational responsibilities, and the existing management team will also remain in place.
Revamping: a technologically advanced investment with very low environmental impact and positive employment effects
The transaction finalised today forms part of the framework agreement signed by the parties in 2021 and follows SEA’s receipt of authorisation to carry out a full revamp of the Camerata Picena plant, creating a centre of environmental excellence for Central Italy. Once operational, the new hub will have a significant positive impact on local employment, with the workforce almost doubling. In addition to the increasing of staff numbers, consideration should also be given to the economic impact generated by the planned investments and the involvement of consultants and third-party companies that will collaborate both during the construction phase and in the operation of the new facility.
Operational details of the revamp. Completion by 2031
The project, scheduled to commence by the first half of 2026, will be developed using Best Available Techniques (BAT) and will prioritise material recovery from industrial waste, in line with European Union circular economy principles. The aim is therefore not to dispose of more waste, but to dispose of it better – transforming waste into a resource. The new project will also ensure energy independence and significantly reduce environmental impacts by deploying best-in-class technologies across all areas of the new installation.
The added value of the transaction
This strengthening will primarily benefit manufacturing supply chains in the Marche region and more broadly across Central Italy, an area characterised by a significant infrastructure gap in the environmental sector, particularly with regard to industrial waste. For HASI, consolidating SEA and carrying out the revamp will generate important operational synergies for customers in Marche, Umbria and Abruzzo. These customers will also benefit from HASI’s wide range of value-added services, including global waste management and improvement projects aimed at reducing waste volumes and maximising recovery.
Hera Group’s recent development in the environmental sector
With SEA, Hera Group continues its growth trajectory in the environmental sector. In the past 12 months alone, this has included the acquisition of Ambiente Energia (industrial wastewater treatment) and Gerotto EAR (a business unit specialising in remediation and industrial cleaning, integrated into ACR Reggiani). These transactions follow the binding agreement signed on 19 January for the acquisition of the Sostelia Group (water treatment plant construction). They add to the M&A transactions completed in recent years involving, among others, Recycla (Friuli), Vallortigara (Vicenza), ACR Reggiani (Modena) and TRS (Piacenza), pursuing a development strategy aimed at strengthening both specialist know-how and local presence for the benefit of customers. Thanks to this strategy, Herambiente is now Italy’s leading provider of environmental services for both municipal and industrial waste, treating over 8 million tonnes of waste through a network of around 100 certified facilities.
Ramonda: “Transaction with significant operational and commercial synergies”
“This important transaction, also thanks to SEA’s central geographical location, will first and foremost enable us to extend our services across a wide area of Central Italy, rich in industrial districts that often face a shortage of solutions for the treatment and recovery of their waste,” explains Andrea Ramonda, Chief Executive Officer of Herambiente. “We will also be able to generate significant operational and commercial synergies within the Marche region by optimising flows, sharing HASI’s technical expertise and offering cross-selling opportunities to SEA’s customers for the value-added solutions developed by the Hera Group.”
Massi: “Industrial value that enhances the attractiveness of the region”
“Joining the Hera Group, thanks to the know-how and resources the company has decided to invest in the Marche region, will make it possible to create a technologically advanced, low environmental impact plant hub serving Marche’s manufacturing companies, increasing their competitiveness in extra-regional, national and international markets,” says Alessandro Massi, Chairman and Chief Executive Officer of SEA. “It is a source of pride for the Marche region and for me personally as a local entrepreneur, long rooted in my home territory, that Italy’s largest multi-utility has chosen to invest in our region – both to support the local industrial sector and to boost employment. Beyond its investment in SEA, Hera believes in me, in our management team and in the company’s highly skilled workforce, which has always been a guarantee for the Marche production system. We will therefore continue to deliver increasingly competitive services thanks to Hera’s significant expertise, which will allow us to close the gap with more industrially developed territories. Our objective is to develop new, technologically advanced facilities capable of managing the entire special waste supply chain in the best possible way, now and in the future – an area that has always been central to my entrepreneurial activity.”